A Perspective on Accounting-Based Debt Covenant Violations

Some corporate decisions increase stockholder wealth while reducing the wealth of bondholders. When wealth transfers are large enough, stock prices can rise from decisions that reduce firm value. Yet, rational bondholders understand that actions taken after issuance will tend to increase stockholder...

Ausführliche Beschreibung

Gespeichert in:
Bibliographische Detailangaben
Veröffentlicht in:The Accounting review 1993-04, Vol.68 (2), p.289-303
1. Verfasser: Smith, Clifford W.
Format: Artikel
Sprache:eng
Schlagworte:
Online-Zugang:Volltext
Tags: Tag hinzufügen
Keine Tags, Fügen Sie den ersten Tag hinzu!
Beschreibung
Zusammenfassung:Some corporate decisions increase stockholder wealth while reducing the wealth of bondholders. When wealth transfers are large enough, stock prices can rise from decisions that reduce firm value. Yet, rational bondholders understand that actions taken after issuance will tend to increase stockholder wealth, and they forecast the value effects of future decision when bonds are sold. In an efficient market, the bond price at issuance reflects an unbiased forecast of the effects of such future actions. Thus, on average, bondholders will not suffer losses, although the firm (and hence its stockholders) must bear the costs of nonoptimal decisions motivated by wealth transfers from debtholders. Therefore, effective control of this bondholder-stockholder conflict can increase firm value. Bond covenants that constrain activities such as asset sales or dividend payments are examples of voluntary contracts that can reduce the costs generated when stockholders of a levered firm follow a policy that deviates from maximization of the firm's value. The cost-reducing benefits of covenants accrue to the firm's owners through the higher price the bonds command when issued. Furthermore, if covenants lower the costs that bondholders incur in monitoring managers, these cost reductions also are passed to stockholders through higher bond prices at issuance. Therefore, in structuring an optimal debt contract, the firm's managers face a trade-off between increased proceeds from the debt issue and reduced flexibility with respect to future policy choices. The constraints imposed through covenants are frequently specified in terms of accounting numbers. Debt covenants that employ accounting numbers are conventionally divided into (1) affirmative covenants, which require firms to maintain specified levels of accounting-based ratios, and (2) negative covenants, which limit certain investment and financing activities unless specified accounting-based conditions are met. For example, negative covenants restrict the payment of dividends, the disposition of assets, the issuance of additional debt, and merger activity; affirmative covenants specify minimum working capital and net worth requirements. Although standard covenants in debt issues require that accounting numbers be consistent with generally accepted accounting principles (GAAP), they normally do not prohibit managers from switching between accepted methods. In some bank-loan agreements, firms are required only to provide unaudi
ISSN:0001-4826
1558-7967